A Cyprus company that stops filing, or stops answering, can be struck off the register under section 327 of the Companies Law, Cap. 113, and on strike-off it is dissolved: its property passes to the Republic as bona vacantia under section 328. The directors' and members' liabilities survive. Restoration is possible by court order within twenty years, and the restored company is deemed to have existed throughout. The discovery usually happens at the worst moment: mid-sale, mid-claim, or when the bank asks for a certificate.
Most struck-off companies were not closed deliberately. They drifted: the accountant changed, the annual returns stopped, the registered office moved and the registrar's letters went nowhere. Years later somebody tries to sell the company's land, renew a bank facility or defend a claim, orders a certificate, and finds the company does not exist. What follows is entirely fixable, and better understood before it is urgent.
How a company comes off the register
Section 327 gives the registrar of companies several routes. The classic one is the defunct-company enquiry: where the registrar has reasonable cause to believe a company is not carrying on business or not in operation, a first letter goes out asking exactly that; if a month passes without an answer, a second, registered letter follows within fourteen days, warning that silence for another month leads to a published notice. After that notice, three months, and then the name is struck off and the company dissolved, unless the company, a member or a creditor shows cause by objection in the prescribed form before the period ends.
Two further routes matter in practice. Under section 327(2A)(α) the directors themselves may apply for strike-off in the prescribed form, provided the company has met its obligations under the Law: the voluntary, cheap exit for a clean, dormant company, and an application that can be withdrawn before the three months run out. And under section 327(6), a company that fails to file any document the Law requires can be struck off, at least six months after the registrar's letter demanding it. The ground tied to the old annual levy remains printed in the section; the levy itself was abolished by Law 25(I)/2024, as our timeline records.
What dissolution actually does
On publication of the strike-off the company is dissolved, and under section 328 all property and rights vested in it, or held on trust for it, immediately before dissolution become bona vacantia belonging to the Republic. The land is no longer the company's. Neither is the bank balance, nor the claim it was about to bring.
Two survivals stop the strike-off being an escape hatch. The proviso to section 327(5) continues the liability of every director, managing officer and member as if the company had not been dissolved, so personal exposure does not dissolve with the company. And the court's power to wind the company up survives the strike-off, so creditors are not left without a route.
Property the company held on trust for someone else is expressly outside section 328: it does not pass to the Republic. Whether an asset was held on trust is a question of evidence, and it is one of the first questions asked when a struck-off company turns out to have been holding something for its shareholder.
Restoration: twenty years, and a deeming provision
Under section 327(7), the company, any member or creditor aggrieved by the strike-off, or any person harmed by the company's acts before it, may apply to the court for restoration of the name to the register within twenty years of the publication of the strike-off. The court may order restoration where satisfied that the company was carrying on business or in operation when it was struck off, or that it is otherwise just to restore it.
The remedy's force is in its tense. On delivery of an official copy of the order to the registrar, the company is deemed to have continued in existence as if the name had never been struck off. Contracts signed in the gap, proceedings that were on foot, title that seemed to have gone to the Republic: the deeming provision is what makes the pieces recoverable, and the court may give whatever directions are just to put the company and everyone else back in the position they would have held, along with orders for the filings that bring the register up to date, the fees owed to the registrar, and the registrar's costs.
Who applies matters tactically. A creditor blocked by the dissolution can apply as readily as the company's own shareholders, and so can a person harmed by what the company did before it disappeared, which is how a defendant that dissolved itself out of a claim is brought back to answer it.
Closing a company deliberately, instead
For a company that has genuinely finished, the directors' strike-off application under section 327(2A)(α) is the ordinary, inexpensive exit, and it requires the company's obligations under the Law to have been met first: the filings brought current, the position tidied. Where the company has assets to distribute or debts to resolve, a members' voluntary liquidation is the instrument built for the job, and the comparison between the two is worth a short conversation before either is started. What a company should not do is drift into strike-off with assets still in its name: section 328 is waiting.
What to send us
The company's name and registration number, and, if you have it, the certificate or search showing the strike-off and its date, because the twenty years run from the publication. Tell us what the company held: land, accounts, claims, shares in other companies. And tell us why it matters now, the sale, the claim, the bank, because the urgency shapes whether the restoration is sought alone or with directions that deal with the transaction at the same time.
Questions we are asked
The company was struck off years ago. Is it too late to restore it?
Under section 327(7) of Cap. 113 the application may be made within twenty years of the publication of the strike-off. Inside that window the question is not lateness but grounds: that the company was in operation when struck off, or that restoration is otherwise just. Send the strike-off date first, because everything is counted from it.
The company still owned land when it was struck off. Whose is it now?
On dissolution, section 328 passes the company's property to the Republic as bona vacantia, other than property the company held on trust for someone else. That is why the discovery so often happens mid-sale. Restoration under section 327(7) is the road back: the restored company is deemed to have existed throughout, and the court can add the directions needed to put everyone in the position they would have held.
Does strike-off wipe out what the directors or the company owed?
No. The proviso to section 327(5) continues the liability of every director, managing officer and member as if the company had not been dissolved, and the court's power to wind up a struck-off company survives. A creditor of a struck-off company is also among the persons who can apply to restore it, which is often the practical first step in collecting from it.
Can we simply strike off a company we no longer need?
If it is clean, yes: section 327(2A)(α) lets the directors apply in the prescribed form, provided the company has met its obligations under the Law, and section 327(3A) lets them withdraw the application before the three month notice period ends. If the company still holds assets or owes debts, the strike-off is the wrong instrument: distribute and resolve first, or use a liquidation, because property left in the company at dissolution goes to the Republic.
We received the registrar's letter asking whether the company operates. Does it matter?
It is the first step of the section 327 machinery, and the timetable it starts is short: one month for the first letter, a second registered letter, another month, then the published three month notice. An answer, or an objection in the prescribed form by the company, a member or a creditor before the notice period ends, stops the conveyor. Silence lets it run to dissolution.
Who bears the cost of a restoration?
The order routinely deals with it: under section 327(7)(γ) the court may order the filings that bring the register up to date, payment of the fees owed to the registrar, and the registrar's costs of the restoration process. In substance, the company buys back its own existence by putting its record in order.
Related reading
This work sits within our corporate and commercial practice. The deliberate wind-down with assets and creditors is in winding up a Cyprus company, the filings that keep a company alive are in the annual compliance pack, and what the registrar's levy abolition changed is on the timeline.
This article is for general information only and does not constitute legal advice. Laws and their application can change, and individual circumstances differ. For advice on your own matter, contact Klitos Platis at klitos@kleanthousplatis.com or telephone +357 22 680 330.
Klitos Platis
Advocate, Partner
Kleanthous & Platis LLC, Nicosia · Published 22 August 2026
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